label stringclasses 100
values | text stringlengths 24 6.54k | options listlengths 4 4 |
|---|---|---|
Cooperation | Following the termination date, a Participant will cooperate willingly, as the Company may reasonably request, including his or her attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company's defense or prosecution of any existing or future claims or lit... | [
"Cooperation",
"Withholdings",
"Interests",
"Survival"
] |
Amendments | This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amen... | [
"Amendments",
"Assignments",
"Waivers",
"Costs"
] |
Enforceability | The Transactions are within each Loan Party’s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent and, if required, owner action. Each Loan Document to which a Loan Party is a party has been duly executed and delivered by it and constitutes its legal, valid and binding ... | [
"Enforceability",
"Organizations",
"Representations",
"Intellectual Property"
] |
Entire Agreements | This Agreement (including all appendices and exhibits thereto) constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter. | [
"Entire Agreements",
"No Waivers",
"Publicity",
"General"
] |
Arbitration | In consideration of Executive’s employment with the Company, its promise to arbitrate all employment - related disputes, and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or ... | [
"Arbitration",
"Intellectual Property",
"Binding Effects",
"Use Of Proceeds"
] |
Assignments | No benefit under the Plan shall in any manner or to any extent be assigned, alienated, or transferred by any Participant or Beneficiary or subject to attachment, garnishment or other legal process. | [
"Assignments",
"No Conflicts",
"Insurances",
"Payments"
] |
No Defaults | No Event of Default, or to such Borrower’s knowledge, Default, has occurred and is continuing. No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default would reasonab... | [
"No Defaults",
"Forfeitures",
"Assignments",
"Definitions"
] |
Assignments | This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or... | [
"Assignments",
"Applicable Laws",
"Representations",
"Consents"
] |
Expenses | The Borrower shall have paid all accrued fees and expenses of Agent (including the accrued fees and expenses of counsel to Agent) and extension fees to Agent for the account of the Lenders. | [
"Expenses",
"Organizations",
"Jurisdictions",
"Financial Statements"
] |
No Conflicts | The Employee represents and warrants to the Company that: (a) the Employee has full power, authority and capacity to execute and deliver this Agreement, and to perform the Employee’s obligations hereunder, (b) such execution, delivery and performance will not (and with the giving of notice or lapse of time, or both, wo... | [
"No Conflicts",
"Construction",
"Agreements",
"No Defaults"
] |
Governing Laws | This Agreement is entered into under, and shall be governed, interpreted and enforced for all purposes by, the laws of the State of Texas, without regard to conflicts of laws principles thereof. | [
"Governing Laws",
"Survival",
"Sales",
"Disclosures"
] |
Authorizations | The execution and delivery by each Loan Party of this Amendment, the Fee Letter (as amended and restated on the Sixth Amendment Effective Date), the Side Letter (as amended and restated on the Sixth Amendment Effective Date) and each other Loan Document to which it is or will be a party, and the performance by it of th... | [
"Authorizations",
"General",
"Duties",
"Anti-Corruption Laws"
] |
Expenses | Each party hereto will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. | [
"Expenses",
"Financial Statements",
"Confidentiality",
"Closings"
] |
Terms | The Award of Restricted Stock Subject to Performance Criteria (as set forth on the cover page of this Award Agreement) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan or any successors thereto, as such plan or its successors may be amended and restated from time to time (th... | [
"Terms",
"No Defaults",
"Waivers",
"Duties"
] |
Use Of Proceeds | Borrowers shall use the proceeds of the Term Loan solely for (a) transaction fees incurred in connection with the Financing Documents, (b) refinancing of Debt owing to Globus Medical, Inc. under the terms of its credit agreement and (c) for general business purposes and working capital needs of Borrowers and their Subs... | [
"Use Of Proceeds",
"Notices",
"Adjustments",
"Disability"
] |
Definitions | Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this ELEVENTH Amendment shall have the respective meanings given to them in the Composite Lease Agreement for all purposes of this ELEVENTH Amendment. | [
"Definitions",
"Binding Effects",
"Waivers",
"Entire Agreements"
] |
Integration | This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the DIP Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the ... | [
"Integration",
"General",
"Vacations",
"Indemnifications"
] |
Counterparts | This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. | [
"Counterparts",
"No Conflicts",
"Specific Performance",
"Interests"
] |
No Defaults | No Loan Party and no Subsidiary of any Loan Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect. | [
"No Defaults",
"Indemnity",
"Submission To Jurisdiction",
"Warranties"
] |
Remedies | Upon the occurrence of any event of default (including the passage of time given to Borrower to cure such default), Lender may: (a) terminate forthwith any indebtedness; and/or (b) declare any such indebtedness to be forthwith due and payable, whereupon the unpaid principal amount of such indebtedness, together with ac... | [
"Remedies",
"Applicable Laws",
"Fees",
"Death"
] |
Positions | From and after the Effective Date, the Company shall employ Executive in the position of Senior Vice President – Sales & Marketing of the Company or in such other position or positions as the parties mutually may agree, however, it is possible that responsibility for the marketing function could be assigned to another ... | [
"Positions",
"Books",
"Anti-Corruption Laws",
"Miscellaneous"
] |
Authority | Except with respect to the Transferred Assets, all Intellectual Property owned or licensed by Seller or its Subsidiaries immediately prior to the date hereof shall continue to be so owned or licensed by Seller and its Subsidiaries on and after the date hereof. Except as otherwise set forth in a license agreement, no li... | [
"Authority",
"Participations",
"Notices",
"Consents"
] |
Notices | The Company may, directly or through its third party stock plan administrator, endeavor to provide certain notices to the Participant regarding certain events relating to awards that the Participant may have received or may in the future receive under the Plan, such as notices reminding the Participant of the vesting o... | [
"Notices",
"Capitalization",
"Integration",
"Representations"
] |
Intellectual Property | The Borrower and each Subsidiary owns or has the lawful right to use all material Intellectual Property necessary for the conduct of its business, without conflict in any material respect with any Intellectual Property rights of others. There is no pending or, to the Borrower’s knowledge, threatened (in writing) Intell... | [
"Intellectual Property",
"No Defaults",
"Transactions With Affiliates",
"Liens"
] |
Death | If the Employee shall die during the Term, the Employee's employment hereunder shall automatically terminate. | [
"Death",
"Amendments",
"No Conflicts",
"Indemnifications"
] |
Death | If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee dies, a prorated number of RSUs shall become Vested RSUs. For purposes of this Section 6(a), the number of RSUs that shall become Vested RSUs due to the Grantee’s death shall be equal to (i) the Target Number of RSUs multiplied by (i... | [
"Death",
"Counterparts",
"Assignments",
"Approvals"
] |
Entire Agreements | This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modificati... | [
"Entire Agreements",
"Anti-Corruption Laws",
"Modifications",
"Effectiveness"
] |
Expenses | All expenses incurred in connection with this Agreement, including without limitation any transfer costs, escrow fees and registration costs, will be paid for by the Company. | [
"Expenses",
"Amendments",
"Books",
"Authorizations"
] |
Brokers | Tenant covenants, warrants and represents that the broker set forth in Section 1.9(A) was the only broker to represent Tenant in the negotiation of this Lease (“ Tenant’s Broker ”). Landlord covenants, warrants and represents that the broker set forth in Section 1.9(B) was the only broker to represent Landlord in the n... | [
"Brokers",
"Miscellaneous",
"Representations",
"Indemnity"
] |
Assignments | This Agreement is not assignable or transferable by either party without the prior written consent of the other, except to a successor to all or substantially all of Operator’s assets or business relating to the subject matter of this Agreement. All other assignments or transfers (including by operation of law) shall ... | [
"Assignments",
"Sales",
"Erisa",
"Terms"
] |
Financial Statements | The audited financial statements and notes and unaudited reviewed interim financial statements of Parent included in the Parent Reports (collectively, the “Parent Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and ... | [
"Financial Statements",
"Assignments",
"Interests",
"Warranties"
] |
Construction | The parties hereto acknowledge and agree that the language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the parties. | [
"Construction",
"Terms",
"Records",
"Powers"
] |
Indemnifications | The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without l... | [
"Indemnifications",
"Indemnifications",
"Subsidiaries",
"Positions"
] |
Counterparts | This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being... | [
"Counterparts",
"Submission To Jurisdiction",
"Counterparts",
"Vacations"
] |
Arbitration | Any dispute, controversy, claim or action of any kind arising out of, relating to, or in connection with this Agreement, or in any way involving Company and Investor or their respective Affiliates, including any issues of arbitrability, will be resolved solely by final and binding arbitration in English before a retire... | [
"Arbitration",
"Applicable Laws",
"Solvency",
"Base Salary"
] |
Records | The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to the Delaware Act and other applicable laws. Any holder of at least t... | [
"Records",
"Waivers",
"Subsidiaries",
"Jurisdictions"
] |
Authority | Each of Landlord and Tenant represents and warrants to the other that the person executing this Sixteenth Amendment on behalf of such party is duly authorized to do so. As of the Effective Date, Tenant represents and warrants to Landlord that (a) there are no subleases, assignments, or other agreements between Tenant a... | [
"Authority",
"Intellectual Property",
"Terms",
"Vacations"
] |
Governing Laws | The Agreement, and all rights under it, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws. | [
"Governing Laws",
"Authorizations",
"Jurisdictions",
"Tax Withholdings"
] |
Terms | This Agreement shall commence as of the date hereof and shall continue for so long as the Director is providing Services as the Director. | [
"Terms",
"Books",
"Authority",
"Duties"
] |
Fees | The Borrower agrees to pay to KeyBank, the Agent and KBCM for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a separate fee letter among the REIT, KeyBank and KBCM (the “Agreement Regarding Fees”). Borrower hereby assumes all obligations of RE... | [
"Fees",
"Tax Withholdings",
"Survival",
"Construction"
] |
Notices | For purposes of Section 12.06 of the Limited Liability Company Agreement, all notices, demands or other communications to the Holder shall be directed to the address set forth on the signature page hereto for such Holder. | [
"Notices",
"Erisa",
"Consents",
"Qualifications"
] |
Governing Laws | This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General ... | [
"Governing Laws",
"Jurisdictions",
"Confidentiality",
"Litigations"
] |
Disability | The term “Disability” shall have the same meaning ascribed to such term in any employment, consulting or severance agreement then in effect between the Participant and the Company or any of its Subsidiaries, or, if no such agreement containing a definition of “Disability” is then in effect, or if such term is not defin... | [
"Disability",
"Disclosures",
"Closings",
"Further Assurances"
] |
Payments | This RSU grant will be paid, when and as vested, in shares of Kellogg Company common stock based on the applicable number of RSUs unless Kellogg Company determines otherwise (see 'Tax and Legal Issues' below). Until the time of vesting, no shares of common stock will be issued for the RSUs. | [
"Payments",
"Releases",
"General",
"Expenses"
] |
Participations | Any Purchaser may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Documents; provided, however, that (i) such Purchaser’s obligations under this Agreement and the other Program Documents shall remain unchanged, (ii) such Purch... | [
"Participations",
"Defined Terms",
"Further Assurances",
"Liens"
] |
Participations | An Eligible Employee may participate in the Plan by (i) submitting to the Company’s stock administration office (or its designee) a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose (which may be an on-line electronic agreement or an agreement... | [
"Participations",
"Tax Withholdings",
"Applicable Laws",
"Terms"
] |
Further Assurances | Upon Administrative Agent’s request and at Borrower’s sole cost and expense, the Borrower shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, desirable or proper, as reasonably determined by Administrative Agent, to carry out the purposes of this Agreement and the other Lo... | [
"Further Assurances",
"Miscellaneous",
"Representations",
"No Waivers"
] |
Amendments | The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Award without the Grantee’s consent. | [
"Amendments",
"Authorizations",
"Effective Dates",
"Headings"
] |
Entire Agreements | This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to... | [
"Entire Agreements",
"Effectiveness",
"Employment",
"Confidentiality"
] |
Benefits | Consultant acknowledges and agrees that any payments due under Section 11.1 of that certain Amended and Restated Severance Agreement dated January 1, 2016 by and between Consultant and Company (the “ Severance Agreement ”) are in complete satisfaction of any and all compensation due to the Consultant from the Company a... | [
"Benefits",
"Taxes",
"Survival",
"Releases"
] |
Payments | From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the ] [ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to [ the ] [ the relevant ] Assignor for amounts which have accrued to but excluding the Effective Date and to [ the ] ... | [
"Payments",
"Expenses",
"Sanctions",
"Intellectual Property"
] |
Governing Laws | This Partial Payment Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Partial Payment Agreement shall be governed by, the laws of the State of Texas without giving effect to provisions thereof regarding conflict... | [
"Governing Laws",
"Arbitration",
"Tax Withholdings",
"Books"
] |
Closings | The Closing for any such issuance shall take place as proposed by the Company with respect to the New Securities to be issued, at which Closing the Company shall deliver certificates for the New Securities in the respective names of the purchasing Stockholders against receipt of the consideration therefor. | [
"Closings",
"Compliance With Laws",
"Specific Performance",
"Brokers"
] |
Entire Agreements | This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject hereof and supersede all prior agreements and understandings, whether written or oral, among the parties with respect thereto. | [
"Entire Agreements",
"Waiver Of Jury Trials",
"Forfeitures",
"Further Assurances"
] |
Financial Statements | The Lenders shall have received and shall be satisfied with the form and substance of the financial statements described in Section 3.05 and with the forecasts of each of the Borrowing Bases and financial performance of Holdings, the Borrowers, and their respective Restricted Subsidiaries. For purposes of this Section... | [
"Financial Statements",
"Brokers",
"Participations",
"Adjustments"
] |
Governing Laws | This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the ... | [
"Governing Laws",
"Base Salary",
"Benefits",
"Forfeitures"
] |
Severability | If any provision of this Agreement or a Transaction Document, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than th... | [
"Severability",
"Books",
"Consents",
"Governing Laws"
] |
Taxes | The Consolidated Parties have filed all Federal and state income and other material tax returns and reports required to be filed, and have paid all Federal and state income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherw... | [
"Taxes",
"Publicity",
"Powers",
"Confidentiality"
] |
Specific Performance | Each party acknowledges and agrees that the other party would be irreparably damaged if the provisions of this Agreement are not performed in accordance with their terms and that any breach of this Agreement and the non-consummation of the transactions contemplated hereby by either party could not be adequately compens... | [
"Specific Performance",
"Entire Agreements",
"Records",
"Capitalization"
] |
Taxes | Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borr... | [
"Taxes",
"Approvals",
"Binding Effects",
"Representations"
] |
Notices | Each such notice pursuant to this Section shall be in the form of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Facility Agent not later than 11:00 a.m. (New York City time) three (3) Business Days before the date of prepayment. Eac... | [
"Notices",
"Disclosures",
"Costs",
"Amendments"
] |
Base Salary | The Executive's base salary (the " Base Salary ") shall be paid in accordance with the Company's regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Executive's Base Salary for the first twelve (12) months of the Period of Employment shall be at an annualized... | [
"Base Salary",
"Payments",
"Financial Statements",
"Expenses"
] |
Consent To Jurisdiction | Borrower hereby consents to the exclusive jurisdiction of any courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and of any appellate court from any thereof, and irrevocably agrees that, subject to the Bank’s election, all actions or ... | [
"Consent To Jurisdiction",
"Books",
"Defined Terms",
"Further Assurances"
] |
Insurances | Each Party hereto shall, throughout the term of this Agreement, carry appropriate insurance with a reputable insurance company covering property damage, business interruptions, automobile and general liability insurance (including contractual liability) to protect its own business and property interests; provided, that... | [
"Insurances",
"Costs",
"Compliance With Laws",
"Vacations"
] |
Confidentiality | Seller and Buyer agree to maintain in strict confidence any and all information any party hereto learns or discovers about any other party hereto (or any party) or its respective Affiliates during the course of the negotiation, execution and delivery of this Agreement. This Section 11.10 shall not apply to any informa... | [
"Confidentiality",
"Disclosures",
"Severability",
"Assignments"
] |
Further Assurances | Each Grantor will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order (i) to perfect and protect, or maintain the perfection of, t... | [
"Further Assurances",
"Terminations",
"Brokers",
"Governing Laws"
] |
Entire Agreements | This Agreement, including the Employment Agreement, Option Agreements and Confidentiality Agreement, which are incorporated herein by reference, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and... | [
"Entire Agreements",
"Liens",
"Participations",
"Use Of Proceeds"
] |
Disclosures | No written report, financial statement, certificate or other written information furnished by or on behalf of any Obligor to Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furni... | [
"Disclosures",
"Agreements",
"Enforceability",
"Indemnifications"
] |
Waivers | The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trust... | [
"Waivers",
"Intellectual Property",
"No Defaults",
"Counterparts"
] |
Expenses | Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors, and accountants incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, w... | [
"Expenses",
"Further Assurances",
"Use Of Proceeds",
"Compliance With Laws"
] |
Releases | Each of the Credit Parties (on behalf of itself and its Affiliates) for itself and for its successors in title and assignees and for its past, present and future employees, agents, representatives (other than legal representatives), officers, directors, shareholders, and trustees (each, a Releasing Party” and collectiv... | [
"Releases",
"Forfeitures",
"Use Of Proceeds",
"Base Salary"
] |
Disability | The Company shall be entitled to terminate your employment if, as a result of your incapacity due to physical or mental illness or injury, you shall have been unable to perform your duties hereunder for a period of 181 days in any twelve-month period (your “Disability”). | [
"Disability",
"Books",
"No Waivers",
"Jurisdictions"
] |
No Defaults | As of the Cutoff Date, the 2019-2 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the b... | [
"No Defaults",
"No Waivers",
"Indemnifications",
"Amendments"
] |
Subsidiaries | Following the Reorganization, QSHI’s sole wholly-owned subsidiary was the Predecessor, which, changed its name with the Secretary of State of the State of Delaware to “USSE Corp.” Effective September 19, 2018, any shares held by QSHI in the Predecessor were cancelled. Thus, QSHI has no subsidiaries or any direct or ind... | [
"Subsidiaries",
"Expenses",
"Terms",
"Adjustments"
] |
Definitions | Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale Agreement, dated as of the date hereof (as amended, supplemented, or otherwise modified and in effect from time to time, the “ Sale Agreement ”), b... | [
"Definitions",
"Specific Performance",
"Headings",
"Existence"
] |
Taxes | The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or the Participant’s estate or any permitted transferee, an amount sufficient to s... | [
"Taxes",
"Interpretations",
"Applicable Laws",
"Death"
] |
Successors | The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant. | [
"Successors",
"Further Assurances",
"Compliance With Laws",
"Applicable Laws"
] |
Notices | All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) up... | [
"Notices",
"Tax Withholdings",
"Arbitration",
"Defined Terms"
] |
Counterparts | This Agreement may be executed in multiple counterparts, including facsimile and electronic counterparts, each of which shall constitute an original and one and the same document. | [
"Counterparts",
"Benefits",
"Capitalization",
"Jurisdictions"
] |
Entire Agreements | This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party h... | [
"Entire Agreements",
"Payments",
"Venues",
"No Conflicts"
] |
Intellectual Property | Each Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business in all material respects, without conflict in any material respect with any rights of others. There is no pending or, to any Obligor's knowledge, threatened Intellectual Property Claim wit... | [
"Intellectual Property",
"No Waivers",
"Publicity",
"Effectiveness"
] |
Modifications | This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver fo... | [
"Modifications",
"Modifications",
"Entire Agreements",
"Non-Disparagement"
] |
Interpretations | When a reference is made in this Agreement to a Paragraph, such reference shall be to a Paragraph of this Agreement unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "and" and... | [
"Interpretations",
"Cooperation",
"Positions",
"Payments"
] |
Payments | When Time-Based Units vest, the Company shall cause the Grantee’s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the vested Time-Based Units (rounded up to the nearest whole share), subject to applicable withholding for... | [
"Payments",
"Death",
"Enforcements",
"No Conflicts"
] |
Entire Agreements | This Agreement, together with the other agreements referenced herein, constitutes the entire understanding between the parties with respect to its subject matter, superseding all prior agreements and understandings, written or oral, with respect to its subject matter. This Agreement may not be amended or modified, nor... | [
"Entire Agreements",
"Submission To Jurisdiction",
"Approvals",
"Venues"
] |
Vacations | The Executive shall be entitled to four weeks of vacation in accordance with the Company’s policies, with no right of carry over, to be taken at such times as shall not materially interfere with the Executive’s fulfillment of his duties hereunder, and shall be entitled to as many holidays, sick days and personal days a... | [
"Vacations",
"Submission To Jurisdiction",
"Survival",
"Taxes"
] |
Amendments | This Agreement may not be changed, altered or modified unless the same shall be in writing executed by the Cedent and the Reinsurer; provided, that, as and to the extent required by New York Law, this Agreement shall not be amended without the prior approval or non-objection of the New York Department of Financial Serv... | [
"Amendments",
"Releases",
"Survival",
"Headings"
] |
Confidentiality | In consideration of the compensation and other items of benefit provided for in this Agreement, Executive agrees not to, at any time, either during the Term of Employment or thereafter, divulge, post, use, publish, or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form... | [
"Confidentiality",
"Costs",
"Amendments",
"Entire Agreements"
] |
Arbitration | The parties agree to binding arbitration as outlined in the Arbitration Agreement appended hereto. | [
"Arbitration",
"Payments",
"Successors",
"Non-Disparagement"
] |
Modifications | No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. | [
"Modifications",
"Existence",
"Miscellaneous",
"Organizations"
] |
Governing Laws | ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL J... | [
"Governing Laws",
"Liens",
"Compliance With Laws",
"Indemnity"
] |
Amendments | This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized representative of the Company. | [
"Amendments",
"General",
"Applicable Laws",
"Taxes"
] |
Terminations | All agreements, covenants, representations, warranties, rights, duties and obligations of each Party set forth in this Agreement and each other Loan Document shall terminate in all respects at 5:00 p.m., New York City time on the Agreement Termination Date if the Closing Date has not occurred on or prior to such time. ... | [
"Terminations",
"Sales",
"Non-Disparagement",
"Modifications"
] |
Headings | This Agreement’s section headings are for convenience only and shall not constitute a part of this Agreement or affect this Agreement’s meaning. | [
"Headings",
"Financial Statements",
"Successors",
"Representations"
] |
Insurances | Except as otherwise agreed in writing between the parties hereto, Manager shall maintain (subject to reimbursement as an expense of the Properties) all risk casualty insurance, and public liability insurance for the Properties with a broad form comprehensive general liability endorsement, in such amounts as Manager may... | [
"Insurances",
"Positions",
"Submission To Jurisdiction",
"Governing Laws"
] |
Effective Dates | This Plan is effective for the fiscal year 2019, beginning January 1, 2019 through December 31, 2019. This Plan is limited in time and expires automatically on December 31, 2019. All benefits under this Plan are voluntary benefits. Participation in this Plan during fiscal year 2019 does not convey any entitlement to pa... | [
"Effective Dates",
"Death",
"Brokers",
"Disclosures"
] |
Remedies | The Employee agrees that the Bank will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by the Employee of any provision of this Section. Accordingly, in the event the Bank seeks, under law or in equity, a temporary restraining order, permanent injunction or a ... | [
"Remedies",
"Specific Performance",
"Interests",
"Brokers"
] |
Consents | The Company shall have obtained in a timely fashion any and all consents, permits, approvals, non-objections, registrations, and waivers necessary for consummation of the purchase and sale of the Shares (including all Required Approvals), all of which shall be and remain so long as necessary in full force and effect. | [
"Consents",
"Participations",
"Benefits",
"Amendments"
] |
Representations | NuVasive has provide d Consultant with marketing and technical information concerning the NuVasive products including brochures, instructional material, advertising literature, product samples, and other product data and information ( “ Promotional Materials ” ). Consultant represents and warrants Consultant shall not ... | [
"Representations",
"Consents",
"Duties",
"Participations"
] |
Further Assurances | The parties to this Agreement agree to make, execute and deliver all such additional and further acts, things, deeds and instruments, as Purchaser may reasonably require with respect to the Company, and the Company may reasonably require with respect to the Purchaser, to document and consummate the transactions contemp... | [
"Further Assurances",
"Insurances",
"Disclosures",
"Survival"
] |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.